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Terms and Conditions

This is a translation. Where it differs from the Dutch text, the Dutch text prevails.

These terms apply to the OpenZero service of No Name B.V. Dierenriem 42A, 7071 TH Ulft. KvK 77121481, VAT NL860907910B01.

1. Definitions

  • We: No Name B.V., trading as OpenZero.
  • Client: the company, self-employed person or organisation that takes out a subscription with us. This may also be a sole proprietorship, association or foundation.
  • Service: keeping the client's books as described in article 3, with the client portal and the software we use for it.
  • Books: one set of books in one accounting package, usually of one company.
  • Package: the client's accounting software, such as Moneybird, Exact Online, Twinfield, SnelStart, QuickBooks or Xero.
  • Portal: the website where the client and its employees submit receipts, answer questions and approve expenses.

2. Application

  1. These terms apply to every offer we make and every agreement with us. The client's general terms and conditions do not apply.
  2. Our service is intended for companies and organisations. Anyone who takes out a subscription does so in the course of a profession or business.
  3. A deviation from these terms only applies if we have agreed it in writing. An email also counts as in writing.
  4. If a provision is invalid, the other provisions continue to apply. We then replace the invalid provision with a provision that comes as close to it as possible.

3. The service

  1. We keep the client's books in its own Package. This means that we:
    • retrieve bank transactions;
    • find receipts and invoices for the transactions and request them from the client;
    • book transactions to the correct general ledger account and at the correct VAT rate;
    • attach the receipt to the booking.
  2. With every subscription, a bookkeeper checks the bookings every month. What else a subscription includes, such as preparing the VAT return, a dedicated contact person or a year-end file for the accountant, is stated with the subscription on openzero.nl/tarieven at the time the client takes it out.
  3. The service does not include, unless we agree it in writing:
    • drawing up the annual accounts;
    • filing income tax or corporate income tax returns;
    • payroll administration;
    • tax or legal advice.
  4. If we prepare a VAT return, the client checks it and files it itself, or has its accountant do so. If we file the return on the client's behalf, we only do so if we have agreed this in writing and the client has approved the return in advance.
  5. We use software to read receipts and make suggestions, including artificial intelligence. Suggestions that do not follow from rules the bookkeeper has approved are reviewed by a bookkeeper before they are booked. We check automatic bookings made under those rules by sampling.
  6. We do our best to deliver the service properly and on time. We do not guarantee any particular result. Deadlines we mention are target dates, unless we have expressly agreed a strict deadline.
  7. We may change the software and the way we work, as long as the service does not become materially worse as a result. If it does, the client may terminate the agreement with immediate effect.

4. What we need from the client

  1. The client gives us access to its Package and, where needed, to its bank or payment provider. It makes sure that this access keeps working.
  2. The client provides the receipts, invoices and information we ask for completely, correctly and on time. This can be done via the Portal or via the email address we give it. This also applies to the employees it gives access.
  3. The client itself remains responsible for:
    • its records and keeping them for as long as the law requires;
    • filing tax returns on time;
    • paying taxes.

    We help with this, within what is included in its subscription.

  4. The Package and the connections with banks and payment providers are services of others. The client enters into an agreement for them itself and pays their costs itself.
  5. The client ensures that only authorised persons have access to the Portal. It lets us know immediately if someone may no longer have access.
  6. If the client does not provide something, or not on time, we may postpone the work that depends on it. If we have to do extra work as a result, we may charge for it, but only if we have said so in advance.

5. Signing up and formation of the agreement

  1. The client signs up at openzero.nl. The agreement is formed as soon as the sign-up is complete and the first payment has succeeded.
  2. We may refuse a sign-up, for example if we cannot properly deliver the service with the client's Package.

6. Prices and payment

  1. Prices apply per set of Books per month and are exclusive of VAT. Each subscription has a maximum number of bank transactions per month.
  2. The subscription is paid monthly in advance via Stripe: by direct debit (SEPA), iDEAL or credit card. The client pays the first month when signing up. The client receives an invoice by email every month and can change its payment method itself.
  3. If a set of Books has more transactions than the subscription includes, we consult with the client. If that happens two months in a row, we may raise the subscription from the following month to the subscription that fits. We announce this in advance.
  4. We may adjust our prices once a year. We announce a price increase at least 30 days in advance. If the client does not agree, it may terminate with effect from the date on which the increase takes effect.
  5. If a payment fails, we try again and send a payment request. If the client still does not pay within 14 days after a reminder:
    • it owes the statutory commercial interest;
    • we may suspend the service until payment has been made.

    We let the client know first.

  6. The client reports any objection to an invoice within 30 days of the invoice date.

7. Term and termination

  1. The subscription runs per month and is tacitly renewed every month.
  2. The client can terminate the subscription in the Portal or by email, with effect from the end of the current month. The notice must reach us before the start of the following month. We do not refund months that have been paid.
  3. We can terminate the subscription with one month's notice.
  4. Each of us may terminate the agreement with immediate effect if:
    • the other party fails to perform its obligations after a written notice of default;
    • the other party goes bankrupt or is granted a suspension of payments;
    • the other party's business is discontinued.
  5. After the end:
    • we stop the service;
    • we stop booking and remove our access to the Package, the bank and the payment providers;
    • the client can still download its documents from the Portal for 30 days;
    • after that we delete the data in our systems within 60 days, except what we are required by law to keep.

    What we have booked is in the client's own Package and stays there.

8. Errors

  1. If the client sees an error in a booking, it reports it as soon as possible. We correct errors we have made free of charge.
  2. If an error results from incorrect or incomplete information from the client, we correct it as well. If that takes a lot of time, we may charge for that time, but only if we have said so in advance.

9. Liability

  1. We are only liable for direct damage resulting from a failure attributable to us. Direct damage is:
    • the reasonable costs of correcting our error;
    • the reasonable costs of establishing the damage;
    • a penalty or tax interest the client has to pay because we made an error.
  2. We are not liable for indirect damage, such as:
    • consequential damage;
    • lost profits;
    • lost savings;
    • damage due to business interruption.
  3. We are not liable for damage arising because:
    • the client or its employees gave incorrect, incomplete or late information;
    • the Package, the bank or a payment provider did not work, or did not work properly.
  4. Our liability per event is limited to the amount the client paid us in the preceding 12 months for the Books concerned. A series of related events counts as one event.
  5. The limitations in this article do not apply in the case of intent or deliberate recklessness on the part of our management.
  6. The client must report damage to us in writing within 12 months after discovering it. After that, the right to compensation lapses.

10. Force majeure

We do not have to perform our obligations if we are unable to do so due to force majeure. Force majeure also includes an outage or change at the Package, a bank, a payment provider, Enable Banking or our hosting provider. If the force majeure lasts longer than two months, either of us may terminate the agreement.

11. Personal data

In providing the service we process personal data for the client. The Data Processing Agreement at openzero.nl/verwerkersovereenkomst applies to this. It forms part of the agreement. How we handle our own data is set out in our privacy policy at openzero.nl/privacy.

12. Confidentiality

We keep confidential everything we learn about the client and its business. This does not apply to what we are required by law to share. Our bookkeepers and suppliers have the same obligation. The client keeps confidential what it learns about our working methods and price arrangements, insofar as they are not public.

13. Rights

The software, the Portal and our working methods remain ours. The client only receives the right to use them for as long as the agreement runs. The client's records, documents and data remain the client's.

14. Changes to these terms

We may change these terms. We announce a change by email at least 30 days in advance. If the client does not agree with a change that is to its disadvantage, it may terminate with effect from the date on which the change takes effect.

15. Governing law

  1. These terms and every agreement with us are governed by Dutch law.
  2. Disputes that we do not resolve together are submitted to the District Court of Gelderland (rechtbank Gelderland).
  3. These terms are available in several languages. If the versions differ, the Dutch text prevails.